EXHIBIT 10.7

                          July 14, 1995

Mr. Louis C. Fornetti
13153 Hanover Court
Apple Valley, MN 55124

Dear Lou:

          I am very pleased to present to you this offer of
employment with Inter-Regional Financial Group (IFG).  This
letter outlines the terms and conditions of your employment with
IFG, most of which we have previously discussed.  Upon acceptance
of this letter, we are anticipating that you will commence your
employment on or about July 31, 1995.

          We offer you the position of Executive Vice President,
Chief Financial Officer and Treasurer for Inter-Regional
Financial Group.  This is all subject to IFG Board approval.  You
will serve in the capacity of Chief Financial Officer and will be
an "executive officer" for purposes of all SEC reporting.  You
will be a member of the Executive Committee of IFG, as well as a
member of the Senior Executive Group, which is comprised of all
Executive Committee members for IFG, Dain Bosworth, and Rauscher
Pierce Refsnes.

          In your role as Chief Financial Officer for IFG, you
will have the following functions reporting in to you:  IFG
Controller (Accounting and Tax function) which is held by Angela
Chicoine; Internal Audit function (which is currently open); IFG
Legal function which is managed by Carla Smith as General
Counsel; Corporate Treasury function which is managed, in part,
by Patrick Colbert; and the Investor Relations/Communications
function which is managed by B. J. French.  You will also have
dual reporting relationships with the four CFOs who will also
continue to report into their respective subsidiary president;
this includes Ken Hanks at Rauscher Pierce Refsnes, Dan Reuss at
Dain Bosworth, Peter Morton at Regional Operations Group, and
Julie Getchell at Asset Management Services.

          Your base salary will be $175,000 on an annualized
basis ($14,583 on a monthly basis). For the calendar year 1995,
we will pay you a bonus of $400,000 payable to you in February of
1996.  This will compensate you for amounts which would otherwise
be payable to you by your current employer were you to remain
there for the full year.  For the calendar year 1996, we will
guarantee you minimum total cash compensation (base and bonus) of
$500,000.  These guarantees assume that you are currently
employed by the organization at the time bonus payments are made,
and that you have performed in a satisfactory and ethical manner.

          As you know, on an ongoing basis, bonuses are paid
annually in February of each year, and they are driven primarily
by Return on Equity (ROE).  You can expect total cash
compensation (including base salary) in the following ranges,
based upon the following Returns on Equity and assuming
commendable performance:

    Return on Equity    Total Cash Compensation (including bonus)
    ----------------    -----------------------------------------
           10%                     $300,000 - $350,000
           18%                     $450,000 - $500,000
           26%                     $650,000 - $700,000

          Below 10% and above 26%, bonus amounts are
discretionary.

          Beginning in 1996, you will be eligible to participate
in the IFG Executive Deferred Compensation Plan.  Under this
plan, you may elect, in the year before the salary is earned, to
defer up to 30% of your year-end bonus.  The deferred amount is
matched at 50% if used to buy IFG stock.  Deferrals may also be
invested in a bond fund, but there is no match made in that case.
It is your discretion as to how much of your bonus you choose to
defer.  The match fully vests after four (4) years (cliff
vesting).

          You will receive stock options under the IFG Executive
Stock Option Plan.  Upon your employment date, you will receive
25,000 options which will be granted at an exercise price equal
to the market value on the day on which they are granted (closing
price).  These are ten-year options with a graduated vesting
schedule (0% at the end of the first year, 20% at the end of the
second year, 50% at the end of the third year, and 100% vested at
the end of the fourth year).  Your next stock option grant will
be in February, 1997, per the IFG Executive Stock Option Plan.

          Subject to IFG Board approval, you will be granted
12,200 shares of restricted stock upon your hire.  This one-time
grant is to compensate you for comparable long-term incentive
payments due you by your current employer, but which will be
forfeited by you upon your resignation.  This restricted share
grant will be in accordance with the terms described in the
Restricted Stock Agreement to be executed by you and the company.

          In addition, you will be eligible to receive the
following company perquisites:  a downtown club membership, a car
allowance in an amount provided to comparable executives, and
paid parking.

          You will be eligible for a broad range of IFG benefit
plans including:  Medical/Dental, Vision, Life Insurance,
Supplemental Life Insurance, Long-Term Disability, and
Health/Dependent Care Spending Accounts.  In addition, on July 1,
1996, you will be eligible to participate in the IFG Profit
Sharing and Stock Bonus Plans.  Specific information regarding
these benefits is included in the enclosed new employee packet.

          Finally, the U.S. Immigration and Reform Act requires
you to provide us with proof of U.S. Citizenship (see enclosed
materials).  Please plan to bring proof of citizenship with you
to your new employee orientation session which will be scheduled
for you upon your arrival.

          Lou, my colleagues and I are all quite delighted at the
prospect of your joining our organization.  We really think that
you would be an invaluable member of the IFG team!  If the terms
of employment as outlined in this letter are acceptable to you,
please indicate your acceptance by signing below and returning
one copy of this letter to Mary Melbo, Executive Vice President,
Director of Human Resources.

          Please don't hesitate to call me if you have any
questions or concerns.

                                             Sincerely,

                                             Irving Weiser
                                             --------------------
                                             Irving Weiser

Signature of Acceptance

Louis C. Fornetti         July 17, 1995
--------------------      -------------------------
Louis C. Fornetti         Date

Enclosure

<PAGE>
                   RESTRICTED STOCK AGREEMENT

  THIS AGREEMENT,  dated as  of this  17th day  of July, 1995, is
made by and between Louis C. Fornetti, a resident of the State of
Minnesota ("Employee"), and Inter-Regional Financial Group, Inc.,
a Delaware corporation (the "Company").

  WHEREAS,  Employee  has  been  offered  and  has  accepted  the
position of Executive Vice President, Chief Financial Officer and
Treasurer of the Company; and

  WHEREAS, the  Company has  agreed to  grant Employee restricted
shares of  the Company's  Common Stock, par value $.125 per share
(the  "Common   Stock"),  upon  the  terms  and  subject  to  the
conditions and other provisions set forth herein;

  NOW, THEREFORE, the parties hereto agree as follows:

  Section 1.  Grant of Shares.  Upon the terms and subject to the
conditions and  other provisions set forth herein, effective upon
the  commencement   of  Employee's  employment  by  the  Company,
Employee shall  be and is hereby granted 12,200 restricted shares
of Common  Stock (the  "Shares").    The  Shares  may  be  either
authorized but unissued shares of shares purchased by the Company
in the open market.

  Section 2.  Vesting Schedule.   The  Shares granted to Employee
under this Agreement shall be subject to certain restrictions and
forfeiture as  set forth  in Section  3  below  until  vested  in
accordance with  the terms  of this  Agreement.  Unless forfeited
pursuant to  Section 3 below or accelerated pursuant to Section 4
below, the  Shares shall become vested according to the following
schedule:  50% on December 31, 1996 and 50% on December 31, 1997.

  Section 3.  Restrictions and  Forfeiture.   Except as otherwise
set forth  in Section  4 below,  Employee may not sell, transfer,
pledge, subject  to lien,  assign or  otherwise  hypothecate  the
Shares until  such Shares  have become  vested in accordance with
the terms  of Section  2 above.   Any  unvested Shares  shall  be
entirely forfeited  (but any  cash dividends previously paid with
respect thereto  shall be retained by Employee) in the event that
Employee resigns from or abandons his employment with the Company
or is  terminated by  the Company  for "cause" (as defined below)
prior to  the vesting date with respect thereto.  For purposes of
this  Agreement,   termination  for   "cause"  shall   mean   any
termination of  Employee's employment  with the  Company  as  the
result of any misconduct the Company reasonably believes has been
engaged in by Employee, including, without limitation, Employee's
violation of  any law,  rule  or  regulation  applicable  to  the
Company or  its business,  Employee's wrongful  appropriation  of
funds or  violation  of  any  other  applicable  Company  policy,
Employee's commission  of any  gross misdemeanor or felony or any
sanction of Employee by the Securities Exchange Commission or any
other governmental  or self-regulatory  body having  jurisdiction
over the Company and/or its business.

  Section 4.  Lapse of  Restrictions and Acceleration of Vesting.
All restrictions on the Shares set forth in Section 3 above shall
lapse and  the Shares  shall become immediately fully vested upon
the earliest to occur of the following:

  (a) The date  of Employee's  death or  "disability" (as defined
below);

  (b) The date  on which  Employee's employment  with the Company
terminates,
  other than  as a  result  of  Employee's  resignation  from  or
abandonment of his
  employment or as a result of any termination by the Company for
"cause";

  (c) The tenth  day following  the date  on which  a "change  in
control" (as
  defined below) has occurred.

  For purposes  of this  Agreement, "disability" shall mean long-
term disability  as defined  in the Company's Profit Sharing Plan
or any  other plan  of the Company then in effect which generally
defines "disability" for its participants.

  For purposes of this Agreement, "change in control" shall mean:

      (i) The public  announcement (which,  for purposes  of
     this definition,  shall include,  without limitation, a
     report  filed   pursuant  to   Section  13(d)   of  the
     Securities  Exchange  Act  of  1934,  as  amended  (the
     "Exchange Act")),  that any  person, entity or "group,"
     within the  meaning of  Section 13(d)(3) or 14(d)(2) of
     the Exchange  Act, other than the Company or any of its
     subsidiaries, or  the IFG Stock Bonus Plan or any other
     employee benefit  plan of  the Company  or any  of  its
     subsidiaries, or  any entity  holding shares  of Common
     Stock  organized,  appointed  or  established  for,  or
     pursuant to the terms of, any such plan, has become the
     beneficial owner  (within the  meaning  of  Rule  13d-3
     promulgated under  the Exchange  Act) of 35% or more of
     the  combined   voting  power  of  the  Company's  then
     outstanding  voting  securities  in  a  transaction  or
     series of transactions;

      (ii)  The "continuing  directors" (as  defined  below)
     cease to  constitute a  majority of the Company's Board
     of Directors;

      (iii) The  Company's   shareholders  approve  (A)  any
     consolidation or  merger of  the Company  in which  the
     Company is  not the continuing or surviving corporation
     or pursuant  to which  shares of  the  Company's  stock
     would be  converted  into  cash,  securities  or  other
     property, other  than a  merger of the Company in which
     shareholders immediately  prior to  the merger have the
     same proportionate  ownership of stock of the surviving
     corporation immediately after the merger; (B) any sale,
     lease, exchange  or other  transfer (in one transaction
     or  a   series  of  related  transactions)  of  all  or
     substantially all  of the assets of the Company; or (C)
     any plan  of liquidation or dissolution of the Company;
     or

      (iv)  A   majority   of   the   continuing   directors
     determine, in  their sole and absolute discretion, that
     there has been a change in control of the Company.

  For purposes  of this  Agreement, "continuing  director"  shall
mean any  person who  is a  member  of  the  Company's  Board  of
Directors, while such person is a member of the Board, who is not
an "acquiring  person" (as  defined below)  or an  "affiliate" or
"associate" (as  defined below)  of an  acquiring  person,  or  a
representative of an acquiring person or of any such affiliate or
associate, and  who (A)  was a member of the Board on the date of
this Agreement,  or (B)  subsequently becomes  a  member  of  the
Board, if  such  person's  initial  nomination  for  election  or
initial election  to the  Board is  recommended or  approved by a
majority of  the continuing  directors.  "Acquiring person" shall
mean any  "person" (as  such term  in used  in Sections 13(d) and
14(d) of  the Exchange  Act) who  or  which,  together  with  all
affiliates and  associates of  such person,  is  the  "beneficial
owner" (as  defined in  Rule 13d-3 promulgated under the Exchange
Act), directly  or  indirectly,  of  securities  of  the  Company
representing 35%  or more  of the  combined voting  power of  the
Company's then  outstanding securities, but shall not include the
Company, any  subsidiary of  the Company  or any employee benefit
plan of  the Company  or of  any subsidiary of the Company or any
entity holding  shares of  Common Stock  organized, appointed  or
established for,  or pursuant to the terms of, any such plan; and
"affiliate" and  "associate" shall  have the  respective meanings
ascribed to  such terms  in  Rule  12b-2  promulgated  under  the
Exchange Act.

  Section 5.  Rights as  a  Shareholder.    The  Shares  will  be
represented by  a stock  certificate registered  in the  name  of
Employee.   Except  as  otherwise  provided  in  this  Agreement,
Employee will  have all  voting, dividend,  liquidation and other
rights with  respect to  the Shares  as if  such Employee  were a
holder  of   record  of  shares  of  unrestricted  Common  Stock;
provided, however,  that if  any dividend is declared and paid by
the Company  in any  form other than cash, such non-cash dividend
shall be  subject to  the same vesting schedule, forfeiture terms
and other  restrictions as  are applicable to the Shares on which
such dividends were paid.

  Section 6.  Enforcement  of   Restrictions.    To  enforce  the
restrictions contained in this Agreement, a legend will be placed
on the  stock certificates  representing the  shares stating that
such shares  are subject  to certain restrictions and referencing
this Agreement.   In  addition, until  all of  the Shares  become
fully vested,  the Company  will retain  the stock  certificates,
together  with  duly  endorsed  stock  powers  therefor,  in  its
custody, subject,  however, to  the  right  of  the  Employee  to
request delivery  of any  vested Shares as set forth in Section 7
below.

  Section 7.  Distribution of Shares.  Upon becoming fully vested
in accordance  with the terms of this Agreement, the Shares shall
become shares  of  unrestricted  Common  Stock  and  any  legends
regarding the restrictions contained in this Agreement affixed to
the  certificates  representing  the  Shares  shall  be  removed.
Employee shall be entitled to request delivery of the certificate
or certificates representing such unrestricted Shares at any time
after such  vesting  has  occurred.    The  Company  shall  cause
delivery of  such certificate  or certificates to be made as soon
as practicable  after all  of the  Shares become  vested or after
receipt of  a request  from Employee  with respect  to any vested
portion of the Shares.

  Section 8.  Adjustments  to  Shares.    In  the  event  of  any
reorganization,    merger,    consolidation,    recapitalization,
liquidation,  reclassification,   stock  dividend,  stock  split,
combination  of   shares,   rights   offering,   divestiture   or
extraordinary dividend  (including a spin-off or any other change
in the  corporate structure or shares of the Company), the Shares
shall be  adjusted or  replaced  with  the  number  and  kind  of
securities determined  on the  same basis as for all other issued
and outstanding shares of Common Stock.

  Section 9.  Securities    Law     and    Other    Restrictions.
Notwithstanding any  other provision  of this Agreement, Employee
may not sell, assign, transfer or otherwise dispose of the Shares
unless  there  is  in  effect  with  respect  to  such  shares  a
registration statement  under the  Securities  Act  of  1933,  as
amended  (the   "Securities  Act")   and  any   applicable  state
securities laws  or an exemption from such registration under the
Securities Act and applicable state securities laws.  The Company
may condition  any such  sale or transfer upon the receipt of any
representations or  agreements from the parties involved, and the
placement of  any legends  on certificates representing shares of
Common Stock,  as may  be deemed  necessary or  advisable by  the
Company in  order to  comply with  such securities  law or  other
restrictions.

  Section 10. Beneficiaries.   Employee shall  have the  right to
designate in  writing one  or more  beneficiaries to  receive the
Shares in  the  event  of  his  death  prior  to  receiving  full
distribution  thereof,   and  may  change  or  revoke  any  prior
beneficiary designation by similar instrument in writing prior to
his death.   No  such designation,  change or revocation shall be
effective unless  executed  by  Employee  and  delivered  to  the
Company during  the lifetime  of the Employee.  If Employee shall
fail to  designate a  beneficiary  or,  having  revoked  a  prior
beneficiary  designation,   shall  fail   to  designate   a   new
beneficiary,  or   in  the   event  the   Employee's  beneficiary
designation shall fail, in whole or in part, for any reason, then
the  undistributed   Shares  shall   be  paid   to  the  personal
representative of Employee's estate.

  Section 11. Amendments.   No change,  modification or amendment
of this  Agreement shall  be valid  unless the same is in writing
and signed by both parties hereto.

  Section 12. Governing Law.   This  Agreement shall be construed
in accordance with the laws of the State of Delaware.

  IN WITNESS  WHEREOF, the  parties have caused this Agreement to
be executed  effective as  of the  date and  year  first  written
above.


Louis C. Fornetti
-------------------------------
Louis C. Fornetti


Inter-Regional Financial Group, Inc.

By  Irving Weiser
    --------------------------------
    Irving Weiser,
    Chairman, President and Chief Executive Officer